Article V - Officers and Board of Directors

Written by Anthony Drago. Posted in Bylaws

Section 5.1 Enumeration.

The Officers of the Corporation shall consist of a President, Vice-President, Secretary, Treasurer, Immediate Past President, and such other Officers and assistant Officers as the Directors may, from time to time, designate. The President, Vice-President, Secretary and Treasurer shall also be Directors of the Board, and are elected by the Board of Directors at the Annual Meeting. The Treasurer shall be recommended by the President and approved by the Board of Directors.

Any officer, assistant officer, or Regional Director may hold one or more offices at a given time but may not execute, acknowledge or verify any instrument in more than one capacity if the instrument is required by law or by these Bylaws to be executed, acknowledged or verified by two or more Officers.

Section 5.2 Eligibility for Office.

Any Board of Director in good standing shall be eligible to be nominated and elected to be the Corporation’s President, Vice-President, Secretary, or appointed as Treasurer having previously served as a Board member prior to the Board of Officers election. The question of a member’s ‘good standing’ shall be determined by the sitting Board of Directors.

Section 5.3 Term of Office.

The Corporation’s President, Vice-President, Secretary or Treasurer shall be installed and shall take office at the meeting at which the election occurs and, unless appointed or elected to fill a vacancy pursuant to Section 5.4 and Section 5.5 below, shall serve for a term of one (1) year or until the officer’s successor is duly elected and takes office. Officers may serve for any number of terms and such terms may be consecutive.

Section 5.4 Election.

The election of Officers shall occur during the Annual Meeting or at a Special Meeting of the Board, called for such purpose. A majority vote of the Board of Directors shall elect the officers.

Section 5.5 Vacancies.

In the event that there is a vacancy in an office, the Board may fill such a vacancy for the remainder of the one- year term.

Section 5.6 President.

The President shall be the chief executive officer of the Corporation and shall chair the Board of Directors, and meetings of the Membership. It shall additionally be the duty of the President to:

(a) Order the disbursement of the funds of the Corporation as directed by the Board of Directors and sign checks;

(b) Exercise general supervisory powers of the work of the other Members of the Board of Directors;

(c) Appoint the chairperson of each standing and special committee in accordance with the procedures set forth in these bylaws; and

(d) Serve as an ex officio Member of all committees.

Section 5.7 Vice-President

The Vice-President shall be the deputy chief executive officer of the Corporation and shall assume the duties of the President in his or her absence, resignation, removal or incapacity. The current Vice-President shall automatically be nominated for the position of President in the following year. It shall additionally be the duty of the Vice-President to:

(a) Serve as coordinator of all committees and to provide the Board of Directors with periodic reports on committee activity; and

(b) Oversee the dues renewal process for members of NYWLE; and

(c) Perform such other duties as are assigned from time to time by the President or the Board of Directors.

Section 5.8 Secretary.

The Secretary shall be responsible for issuing all notices of meetings, conducting the general correspondence of the Corporation, the taking of minutes of all meetings of the Membership and the Board of Directors, the maintenance of all Membership records, and, generally, will perform all duties incidental to the office of secretary of a corporation and such other duties as may be required by law, by the Certificate of Incorporation or by these Bylaws, or which may be assigned from time to time by the President or the Board of Directors.

Section 5.9 Treasurer.

The Treasurer shall serve as the chief financial officer of the Corporation and shall supervise the financial activities of the Corporation. Specifically, the Treasurer shall see that (a) full and accurate accounts of receipts and disbursements are kept using generally accepted accounting principles, (b) a system is in place such that all monies and other valuable effects are deposited in the name and to the credit of the Corporation in such depositories as shall be designated by the Board of Directors, (c) the Membership and Board of Directors at the regular meetings or whenever they may require it, receive an account of the financial condition of the Corporation, and (d) an annual audit of the Corporation’s books and records is performed by an auditor selected by the Board of Directors. In the absence or disability of the Treasurer, the Assistant Treasurer, if any, shall perform all the duties of the Treasurer and when so acting shall have all of the powers of and be subject to all of the restrictions upon the Treasurer.

Section 5.10 Immediate Past President

The Immediate Past President shall be on the Board to provide advice to the new President, and assist with the transition of newly elected officers in order to keep the Corporation running smoothly.

Section 5.11 Regional Directors and Representatives

The Regional Directors and Representatives shall be members of the association representing the various law enforcement and criminal justice partners throughout New York State’s four (4) regions (Central, Southern, Western, and Capital). Regional Directors and Representatives shall represent and liaison with members from their particular region and will also promote the Corporation in their region. It shall additionally be the duties of the Regional Directors and Representative to:

(a) Plan and coordinate training opportunities, gatherings and events for members of their respective Region.

(b) Outreach to members about upcoming activities involving NYWLE.

(c) Recruitment of prospective members of NYWLE.

The Regions are defined as follows:

Western Region:

Allegany, Cattaraugus, Cayuga, Chemung, Chautauqua, Erie, Genesee, Livingston Monroe, Niagara, Ontario, Orleans, Schuyler, Seneca, Steuben, Wayne, Wyoming, Yates

Central Region:

Broome, Chenango, Cortland, Delaware, Herkimer, Jefferson, Lewis, Madison, Oneida, Onondaga, Oswego, Otsego, Tioga, Tompkins, St. Lawrence

Capital Region:

Albany, Clinton, Columbia, Essex, Franklin, Fulton, Greene, Hamilton, Montgomery, Rensselaer, Saratoga, Schenectady, Schoharie, Warren, Washington

Southern Region:

Dutchess, Nassau, New York City (5 counties), Orange, Putnam, Rockland, Suffolk, Sullivan, Ulster, Westchester

There shall be four (4) Regional Directors, one from each region listed above. The Board of Directors shall elect a Board member to the position of Regional Director for each of the four regions. The four Regional Directors shall serve two (2) year terms. In the event that a previously existing Regional Director position becomes vacant, the Board may fill such vacancy.

The Regional Director shall oversee all activity and funds within the region. Regional Directors will be provided an annual budget as set yearly by the Board of Directors and will be responsible for managing those funds. These funds will be used for training opportunities, social activities, and necessary supplies to advance the goals of NYWLE. All receipts must be forwarded to the Treasurer.

Each Regional Director shall identify one or more members from within their region to serve as a Regional Representative(s). All members serving as a Regional Representative shall have been a member of NYWLE for at least one year. Regional Representatives are not members of the Board of Directors based on their status of being a Regional Representative however this does not preclude Board Members from holding the position of Regional Representative. All Regional Representatives shall report to the Regional Director, who is a Board member.

Section 5.12 Other Officers.

Each other officer shall have such responsibilities and perform such duties as may be prescribed by the Board from time to time.

Section 5.13 Removal of Officers.

An Officers of the Corporation may be removed for cause by a majority vote of the Board of Directors. The Board of Directors may suspend an Officer of the Corporation pending a final determination that cause exists for removal. A member of the Board of Directors with knowledge of cause to remove a member of the Board of Officers shall call for an immediate meeting of the entire Board of Directors. Removal from the Board of Officers does not constitute removal from the Board of Directors.

In the case where the cause rises to the level of suspension and possible removal from the Board of Directors, procedures in Section 3.12 shall be followed. In the case where the President may be subject to suspension and possible removal from the Board of Directors, the Vice President shall assume the duties.

Section 5.14 Advisors

In the event the President determines that the individuals elected to the Board of Directors do not have expertise on finances, legal matters, and/or public relations and communications, the President may recommend up to three advisors who are members of the Corporation to serve as advisors to the Board of the Corporation. At a meeting at which there is a quorum, a majority of the Board of Directors may vote to approve the recommended advisor(s) who shall serve for no more than one (1) year; although if recommended and re-approved the advisor has no term limits. These advisors will be non-voting, and able to attend the Board meetings, and shall be known as the Financial Advisor, Legal Advisor, and/or Public Relations and Communications Advisor. Notwithstanding anything to the contrary in this paragraph 5.14, in the event the President determines that there is no member of the organization who has the unique skillset to be an advisor in one of these three (3) categories, then the President may recommend a non-member to be an advisor to the organization.

If selected, the Advisors shall have the following rolls:

The Financial Advisor shall serve as an advisor to the Treasurer and the Board on any financial matters.

The Legal Advisor shall serve as the legal advisor of the Corporation and shall provide guidance to the Board of Directors on any legal matter. Additionally, the Legal Advisor shall assist with an annual audit of the By Laws to ensure compliance and accuracy.

The Public Relations & Communications Advisor shall oversee and review any communications that represent the Corporation or Board of Directors. Any requests from the media shall be directed to Public Relations & Communications Advisor.

Section 5.15 Program Coordinator

The Program Coordinator will oversee a list of potential speakers, training agenda items and coordinate with the Conference Committee; oversee the scholarship program; and oversee regional training and events.